Carvana Co. (CVNA) Files To Sell 35M Shares
Carvana Co. (CVNA) has filed the following:
On July 19, 2023, the Company entered into an agreement with Citigroup Global Markets Inc. and Moelis & Company LLC, whereby the Company may sell up to the greater of a number of shares of Class A common stock representing an aggregate offering price of $1.0 billion or an aggregate number of 35 million of its shares of Class A Common Stock, from time to time, through an “at the market offering” program (the “Distribution Agreement”). The Company intends to file a prospectus supplement to its Registration Statement on Form S-3 on July 19, 2023 in connection with the offer and sale of shares contemplated by the Distribution Agreement.
The foregoing description of the Distribution Agreement is not complete and is qualified in its entirety by reference to the Distribution Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated by reference herein.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy any securities, including the New Senior Secured Notes, the New Equity or any shares in the at the market offering program, nor shall there be an offer, solicitation or sale of such securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
The following exhibits are filed with this Current Report on Form 8-K and are incorporated by reference into the Company’s registration statement on Form S-3, filed with the SEC on April 20, 2022 (File No. 333-264391) and which automatically became effective under the Securities Act of 1933, as amended, upon filing pursuant to Rule 462(e) promulgated thereunder: (i) the Distribution Agreement and (ii) the legal opinion of Kirkland & Ellis LLP.